Terms of Service

Article 1 (Application of the Regulations)
1. These Regulations stipulate the terms of use for the advertisement distribution system (defined in Article 2, paragraph 1 hereof) provided by Freakout Bilişim Reklam ve İletişim Hizmetleri Anonim Şirketi (hereinafter referred to as the “Company”).
2. The guidelines, manuals, specifications, standards, and other regulations concerning use of the advertisement distribution system (If the Company changes these due to certain reasons, such as any addition of services, the amended versions shall apply), which are stipulated by the Company separately according to necessity in order to operate the advertisement distribution system of the Company smoothly, shall constitute a part of these Regulations.

Article 2 (Definition of the Terms)
The definition of the terms used in these Regulations shall comply with the definition stipulated in the following items in addition to any stipulation in other provisions of these Regulations:
(1) “Advertisement Distribution System” shall mean the advertisement distribution system “M.T.Burn” provided by the Company in order to place advertisements on the Internet.
(2) “Media Partner” shall mean a person who has applied to use the Advertisement Distribution System by accepting these Regulations by the method prescribed by the Company and have obtained approval from the Company from among the persons who hope to use the Advertisement Distribution System.
(3) “Exclusive SKD” shall mean the Software Development Kit developed and provided by the Company and exclusively used for the Advertisement Distribution System. The Exclusive SKD shall constitute a part of the Advertisement Distribution System.
(4) “Media Medium” shall mean the application and web content for smart phone terminals operated by a Media Partner.
(5) “Site for the Media Partners” shall mean the web site to which access is permitted by authorization of the log-in ID and password (hereinafter referred to as the “ID Etc.”), which are provided to the Media Partners by the Company, and for which the Media Partners shall register the information prescribed by the Company (contact information, name and content of the Media Medium, URL, etc.) and for the purpose of browsing the contingent conditions and unit price, etc. concerning the placement of an advertisement with the Client Medium and other technical information and information matters, etc. of the Company necessary for use of the Advertisement Distribution System by such Media Partners.
(6) “Client Medium” shall mean applications and web content in general for smart phones operated by a third party in cooperation with the Company.
(7) “Offer Wall” shall mean the web page operated by the Company that places the Client Medium and displays promotions.
(8) “In-feed Advertisement” shall mean the “advertisement in the feed” and the advertisements installed within the space for any new information and the list of pages placed in the web site.
(9) “Contingent Fee” shall mean the contingent fee calculated based on the number of cases with respect to the advertisements placement of the Client Medium, which have achieved the contingent conditions (hereinafter referred to as the “Contingent Number”) stipulated by the Company (hereinafter simply referred to the “Contingent Conditions”), and the unit price per 1 achievement.

Article 3 (Change of these Regulations)
The Company may change these Regulations from time to time. When the Company intends to change these Regulations, the Company shall set up the notice period, and notify the Media Partners of the change of these Regulations as well as the regulations after the change of these Regulations, or make them fully understand such changes and the regulations after the change of these Regulations by placement in the Site for the Media Partners or by other methods that the Company judges appropriate. After expiry of the notice period, the regulations after the change of these Regulations shall apply, except for any cases stipulated otherwise by the Company.

Article 4 (Notice)
1.Unless otherwise stipulated in these Regulations, a notice from the Company to a Media Partner shall be made by a method that the Company judges appropriate, such as by e-mail, in writing, or placement in the Site for the Media Partners and by referring to the content of the notice.
2.If the Company gives a notice by e-mail or a placement in the Site for the Media Partners based on the provision in the preceding paragraph, such notice shall become effective at the time of sending the relevant e-mail, or placement in the Site for the Media Partners.

Article 5 (Registration for Use)

1. Parties (hereinafter “Applicants”) wishing to apply to use the Ad Delivery System (hereinafter “Application”) shall submit an Application by the process prescribed by the Company for Media Partner registration, upon agreeing to the content of the Terms of Use and the separately established “Privacy Policy”. Note that submitting the above Application deems the Applicant to have agreed with the content of the Terms of Use and the “Privacy Policy.” Furthermore, the Company’s “Privacy Policy” is subject to change at any time, and the content following any changes shall be deemed to apply.
2. The Company may disapprove an Application for Use based on the preceding paragraph, if any of the following items is applicable:
(1) If the Company judges that there is a technical obstacle or a business obstacle.
(2) If an Applicant for Use has been suspended for provision of the Advertisement Distribution System based on Article 14, paragraph 3, or has been subject to cancellation of the whole or a part of the Advertisement Distribution System usage agreement.
(3) If an Applicant for Use has failed or is likely to fail to perform its obligations to the Company (including any obligations based on those other than these Regulations).
(4) If the Company judges that there is a fault or wrong description in the content of the Media Partner’s registration.
(5) If the Company judges that an application is otherwise inappropriate.
3. The Company shall examine the content of an Application for Use and inform the Applicant for Use whether the Company approves the Application for Use or not. When the Company transmits an approval notice based on this paragraph, it shall be deemed that the Advertisement Distribution System usage agreement (hereinafter referred to as the “Advertisement Distribution System Usage Agreement”) has been executed.
4. If the Company approves an Application for Use, the Company shall then issue the ID and password to the relevant Media Partner.

Article 6 (Application for Insertion of an Advertisement)
1. A Media Partner may apply for the Media Medium on which the Media Partner wants to place an advertisement according to the procedure prescribed by the Company.
2. The Company shall make an examination for the placement of the advertisement based on the application in the preceding paragraph and inform the Media Partner of the results of such examination.
3. If the Media Partner passes the examination in the preceding paragraph, the Company shall issue an ID to identify such Media Medium to the Media Partner.
4. The conditions for the advertisement’s placement, such as the advertisement’s placement charge, period, etc. (hereinafter referred to as the “Advertisement Placement Conditions”) shall be determined by the Company. The Company shall confirm in advance the Advertisement Placement Conditions with the Media Partner in writing or by e-mail.

Article 7 (Setup of the Establishment of the Advertisement Distribution Space)
If the Media Partner passes the examination in the preceding Article, it shall obtain the Exclusive SKD, or an exclusive program from the Site for the Media Partners, and establish an inducement space to the Offer Wall or the In-feed Advertisement space in the Media Medium in order to place advertisements of the Client Medium by the setup in accordance with the inducement process document.

Article 8 (Account Management)
1. The Media Partner shall strictly manage the ID and password given to the Media Partner by the Company at its own cost and responsibility, and shall not allow a third party to use such ID, Etc., and shall not lend, assign, sale, pledge, share, or leak such ID, Etc. to a third party.
2. The Media Partner shall not allow any person, other than the employees who have been duly authorized, to use such ID, Etc.
3. All use and other activities of the Advertisement Distribution System using the ID and password of the relevant Media Partner shall be deemed as utilization act by that Media Partner.
4. If the Media Partner discovers any leakage, theft, or misappropriation of the ID, Etc. or a doubt of such fact arises, the Media Partner shall immediately inform the Company thereof. In such case, if the Company gives instructions, the Media Partner shall comply with such instructions.
5. If the Media Partner, a user, or other third party suffers damages due to deficiencies in management, mistake in use, or use by a third party of the ID, Etc., the Media Partner shall be responsible for such damages and the Company shall not be responsible for such damages. If the Company suffers damages due to misappropriation of the ID, Etc., the Media Partner shall compensate for the damages to the Company.

Article 9 (Change of Registration Information)
1. If there is a change with the registration information of a Media Partner (hereinafter referred to as the “Registration Information”), the Media Partner shall immediately notify the Company of such change by the procedure prescribed by the Company. If the Media Partner does not notify the Company of such change, the Company may handle as if there is no change with the Registration Information.
2. Even if the Media Party suffers damages due to failure of giving a notice based on the preceding paragraph, the Company shall not bear any responsibility. If a notice sent by the Company to the Media Partner does not arrive or is delayed due to the notification failure by the Media Partner based on the preceding paragraph, such notice shall be deemed to have arrived at the time when such notice would normally arrive.

Article 10 (Contingent Fee)
1. With respect to placement of advertisements in the Client Medium, a contingent fee may arise if a Media Partner contributes to promotion of the Advertisement Distribution System to the users of the Media Medium, by setting up an inducement space to the Offer Wall or In-feed in the Media Medium. The unit price and Contingent Conditions concerning the placement of advertisements in the Client Media, which become the calculation basis for Contingent Fee, shall be determined by the Company at its own discretion, and such unit price and Contingent Conditions shall be notified to the relevant Media Partner by the placement in the Site for the Media Partners.
2. The Company shall calculate the Contingent Number and the amount of Contingent Fee at the closing at the end of each month, and notify the Media Partner thereof by the method prescribed by the Company. The Media Partner shall confirm such amount after it receives such notification.
3. If the Media Partner has an objection about the amount notified in the preceding paragraph, the Media Partner shall inform the Company of such objection by the end of the month in which the Media Partner receives the notification and shall discuss accordingly with the Company.
4. The Company shall pay the Contingent Fee to the Media Partner by transfer of the Contingent Fee to the account of the financial institution registered in the Site for the Media Partners by the Media Partner by the end of the month following the closing day (if the payment day falls on a holiday, the payment shall be made on the next business day), if the Media Partner does not have any objection in the preceding paragraph after the notification of the amount of the Contingent Fee. The bank’s transfer fee shall be borne by the Media Partner.
5. If a fraction of less than one (1) Baht arises by calculation of the amount of the Contingent Fee, the Company shall round up such fraction.

Article 11 (Account to be transferred into)
1. The account which the Media Partner shall register as the account into which the Contingent Fee shall be transferred (hereinafter simply referred to as the “Account to be transferred into”) shall be limited to an account of a financial institution in Thailand. Even if the Media Partner is a foreign corporation, the Company shall pay the Contingent Fee to its account held in a financial institution in Thailand in Thai Baht.
2. The name of the Account to be transferred into shall be the same as that of the Media Partner.
3. If the Media Partner changes the Account to be transferred into, the Media Partner shall follow the procedure at the Site for the Media Partners by the 10th of the month when the Contingent Fee is paid.
4. The obligation of the Company shall be deemed to have been paid by payment of the Contingent Fee by the Company to the relevant Account to be transferred into registered in the Site for the Media Partners.

Article 12 (Prohibited Matters)
1. A Media Partner is prohibited from conducting activities applicable to any of the following items or those that are likely to be applicable to any of the following items. A Media Partner is also prohibited to have a third party conduct activities applicable to any of the following items.
(1) An activity which violates any provision in these Regulations.
(2) An activity which infringes, or is likely to infringe, intellectual property rights, such as a copyright and trademark, and other rights and interests of the Company or a third party.
(3) An activity to place or register information, etc. including false or unclear content or content that may cause a misunderstanding.
(4) An activity to transmit or install a harmful program, such as a computer virus.
(5) An activity which causes, or is likely to cause, a problem with the use or operation of any equipment, facility, system, etc. of the Company or a third party.
(6) Use of the Advertisement Distribution System that exceeds, or is likely to exceed, the scope specified in these Regulations.
(7) An activity, such as duplication, alteration, reverse engineering, decompilation, and disassembly of the Advertisement Distribution System.
(8) An activity which prevents, or is likely to prevent, provision of the Advertisement Distribution System.
(9) An activity that places a link to a site other than those approved by the Company.
(10) An activity that harms the social credibility and reputation of the Company.
(11) An activity which discriminates or defames a third party, or harms his/her reputation or credibility.
(12) A socially harmful act which encourages criminal acts, etc.
(13) An activity which violates the laws and regulations, or good public order and morals.
(14) Other activities that the Company judges to be inappropriate.
2. If a Media Partner learns that an activity which is applicable to any of the items in the preceding paragraph is conducted, or judges that it is likely that an activity which is applicable to any of the items in the preceding paragraph will be conducted, the Media Partner shall immediately notify the Company accordingly.

Article 13 (Guarantee)
1. A Media Partner guarantees that the Media Medium, which utilizes the Advertisement Distribution System, and the content of the advertising text provided by the Media Medium shall not include any of the following items:
(1) Content that lacks good sense or betrays the trust of the users.
① Content that causes, or is likely to cause, a factual error.
② Content that includes, or is likely to include, violent, ugly, or bizarre expressions, or other expressions which users shall consider as generally unpleasant.
③ Content that is likely to confuse the users or create a sense of uneasiness by a unscientific item or something similar to a superstition.
④ Content that induces, or is likely to influence, any political group, religious group, or groups equivalent to any political group and religious group, or promotes, or is likely to promote, a religion, or seeks or is likely to seek, donations or contributions.
⑤ Content that uses expressions to exert influence on a person’s sub-consciousness (subliminal effect, etc.).
⑥ Content that causes, or is likely to cause, a nuisance, such as spamming, or encourages or promotes, or is likely to encourage or promote, such annoying activity.
⑦ Content that has, or is likely to have, a significant bad influence on society and good public morals.
(2) Content that lacks dignity, defames others, or harms the reputation of others.
① Content that includes expressions or which leads to discrimination by ethnic groups, race, sex, belief, social position, location of residence, physical features, medical history, education, assets, etc.
② Content that defames or insults, or is likely to defame or insult any specific individual or group.
(3) Content that is against social ethics or any laws and regulations.
① Content that involves, or likely to involve, a gambling activity.
② Content that affirms or promotes, or is likely to affirm or promote, the purchase and sale of a lottery.
③ Content that involves, or is likely to involve, a pyramid scheme or multi-level marketing.
④ Content that affirms or promotes, or is likely to affirm or promote, the use of any stimulant, drug, psychotropic drug, hemp, opium, toxic substance, or powerful medicine.
⑤ Content that involves, or is likely to involve, socially harmful acts, such as a recommendation, affirmation, or promotion of a crime or other violation of the laws and regulations.
⑥ Content that infringes, or is likely to infringe, any individual’s rights, such as the assets and privacy rights of a third party.
⑦ Content that infringes, or is likely to infringe, any intellectual property rights, such as a trademark, copyright, moral right, and portrait right, publicity right, etc. of a third party.
⑧ Content that includes, or is likely to include, expressions and content related to online dating web sites, or that aims, or is likely to aim, to hope for or induce sexual encounters.
⑨ Content that promotes, or is likely to promote, child pornography, prostitution, or child prostitution.
⑩ Content that assumes a false name.
⑪ Content that otherwise violates, or is likely to violate, any laws and regulations or good public order and morals.
(4) Content that prevents the healthy development of young people.
① Content that involves any immoral act or object or the use of expressions related to sex or items the Company judges to be immoral.
② Content that prevents, or is likely to prevent, healthy development by remarkably stimulating the sexual feelings of young people, promoting cruelty, strongly encouraging suicide or crime, or affirming or using expressions that praise anti-social acts, such as violence, which are likely to injure the life or body of individuals.
③ Content, the expression of which is against healthy and socially accepted ideas or that injures the people’s characters.
(5) Others
① Content that is against, or is likely to be against, the guidelines, manuals, specifications, standards, and items stipulated in the various other regulations.
② Content involving other items which the Company judges inappropriate based on reasonable reasons.

Article 14 (Temporary Suspension and Suspension of Service Provision, Etc.)
1. If the Company is subject to any of the following items, the Company may suspend the service provision of the whole or a part of the Advertisement Distribution System.
(1) If relocation, maintenance, inspection or construction, etc. of the Advertisement Distribution System is implemented.
(2) If service provision of the Advertisement Distribution System cannot be implemented due to fire, power failure, natural disaster, access overload, or other force majeure.
(3) If a problem occurs with the Advertisement Distribution System due to unauthorized access to the Advertisement Distribution System from outside.
(4) If a problem occurs with the Advertisement Distribution System due to reasons not attributable to the Company, other than the reasons in the preceding items.
2. If the Company suspends service provision of the whole or a part of the Advertisement Distribution System due to the reasons stipulated in the preceding paragraph, the Company shall notify the relevant Media Partner thereof in advance. However, if such suspension is due to urgent and unavoidable reasons, or force majeure, such notice shall be made as soon as possible after such service suspension.
3. If a Media Partner is subject to any of items in Article 12, paragraph 1, or violates any other provision of these Regulations, the Company may suspend the whole or a part of the service provision of the Advertisement Distribution System without giving prior notice or notification to the Media Partner.
4. The Company shall not bear any responsibility for damages caused to Media Partners or other third parties due to suspension, etc. of the service provision of the Advertisement Distribution System to the Media Partners based on this Article.

Article 15 (Ownership of Rights)
The copyrights related to the Advertisement Distribution System shall belong to the Company, or the third persons granting the rights to the Company, and the Media Partners shall not reprint, assign, lend, translate, amend, transmit publicly (including making the transmittable), distribute, publish, use for business, or implement any other use of the Advertisement Distribution System that exceeds the scope expressly stipulated based on these Regulations.

Article 16 (Advertisements)
The Company may use the actual results and content of the Advertisement Distribution System, information concerning Media Partners, information concerning the Media Medium, etc. to the extent necessary for operation of the Advertisement Distribution System, including advertisements, press releases, business reports, etc., without obtaining prior approval from the Media Partners and without charge.

Article 17 (Indemnification)
1.The Company shall not guarantee the effectiveness, safety, accuracy, integrity, legality, certainty, truth, etc. of the Advertisement Distribution System and the Exclusive SDK.
2.Information provided or transmitted by a Media Partner utilizing the Advertisement Distribution System shall be provided under the responsibility of the Media Partner, and the Company shall not make any guarantee or shall not be responsible for any damages caused therefrom.

Article 18 (Safekeeping of Confidential Information)
1. The Media Partners shall not use any technical information, trade secrets and information about business, such as ideas, know-how, inventions, drawings, photographs, specifications, and data, disclosed by the Company, verbally or in writing, at the time of the Application for Use, or through performance of the Advertisement Distribution System Utilization Agreement (hereinafter referred to as the “Confidential Information”) for any purpose other than use of the Advertisement Distribution System, or disclose or leak such Confidential Information to a third party.
2. Notwithstanding the provision in the preceding paragraph, the preceding paragraph shall not be applicable to any information that is subject to the following items:
(1) Information known publicly before its disclosure or acquaintance of such information.
(2) Information already owned before its disclosure or acquaintance of such information.
(3) Information which becomes publicly known but not due to reasons attributable to the receiving party after the disclosure or acquaintance of such information.
(4) Information which is independently developed by the receiving party but not due to the Confidential Information after its disclosure or acquaintance.
(5) Information obtained from a third party without a confidentiality obligation after its disclosure or acquaintance.

Article 19 (Cancellation)
1. If a Media Partner is subject to any of the following items, the Company may immediately cancel the whole or a part of the Advertisement Distribution System Usage Agreement without giving prior notice or notification to the Media Partner:
(1) If a Media Partner violates any provision of these Regulations.
(2) If the Company judges that there are any false or wrong descriptions concerning the Registration Information or content submitted to the Company.
(3) If it is recognized that the Media Medium is provided contrary to the content the Company has approved.
(4) If a location becomes unidentified, or communication becomes impossible.
(5) If it is acknowledged that the Media Partner is not likely to perform the obligations based on these Regulations without justifiable reasons.
(6) If a petition for bankruptcy, commencement of civil rehabilitation procedure, commencement of corporate rehabilitation procedure, commencement of liquidation procedure, or a petition for preservation procedure therefore is filed or a Media Partner is subject to the aforesaid procedures.
(7) If a Media Partner is subject to attachment, provisional attachment, provisional disposition, compulsory execution, or attachment for delinquent tax.
(8) If a self-addressed bill or cheque is dishonored.
(9 If a Media Partner becomes subject to cancellation of business or disposition of suspension, etc. by the competent authorities.
(10) If there is a concern that there is a capital relationship, transaction relationship, or other relationship with anti-social forces.
(11) Other cases where there are justifiable reasons to acknowledge that the Media Partner’s credit standing becomes worse or it is likely that its credit standing will become worse.
2. If the Company cancels the Advertisement Distribution System Usage Agreement based on any item in the preceding paragraph and a Media Partner suffers damages due to such cancellation, the Company shall not be responsible for such damages.

Article 20 (Abolition of the Advertisement Distribution System)
1. The Company may abolish the whole or a part of the Advertisement Distribution System. In such case, the Company shall notify the Media Partner and make the abolition date well known in advance by placement in the Site for the Media Partners or by a method the Company judges appropriate. However, in the case of an emergency, this shall not apply.
2. In the case of the preceding paragraph, the Advertisement Distribution System Usage Agreement related to the relevant abolition shall naturally end on the abolition date of the whole or the relevant part of the Advertisement Distribution System.
3. The Company shall not bear any responsibility for damages caused to a Media Partner or any third party due to abolition of the Advertisement Distribution System or the end of the Advertisement Distribution System Usage Agreement based on this Article.

Article 21 (Compensation for Damages)
Irrespective of the responsibility for non-performance of obligations, tort responsibility, or due to other legal claim, the scope of responsibility for the compensation for damages shall be limited to normal damages arising due to reasons attributable to the Company or normal damages directly caused by the Company’s violation of the Advertisement Distribution System Usage Agreement, and shall not exceed the amount stipulated below. The Company shall not be responsible for damages caused by reasons not attributable to the Company, or special circumstances, whether foreseen or not by the Company, and loss of profit.
(1) An amount equivalent to the average monthly amount (for one (1) month) of the advertisement charge for the Advertisement Distribution System during the latest six (6) months from the end of the previous month of the month when such event happened.
(2) If the period from the commencement day of the use of the Advertisement Distribution System to the end of the previous month of the month when such event happened is less than six (6) months, the amount equivalent to the average monthly amount (for one (1) month) of the advertisement charge for such period.

Article 22 (Cancellation of a Media Partner’s Advertisement Distribution System Usage Agreement)
If a Media Partner intends to cancel the whole or a part of the Advertisement Distribution System Usage Agreement, the Media Partner shall notify the Company at least thirty (30) days prior to the cancellation date by the method prescribed separately by the Company.

Article 23 (No Assignment)
A Media Partner shall not assign the whole or a part of the rights and obligations under the Advertisement Distribution System Usage Agreement to a third party, succeed them to a third party, or provide them to a third party as security.

Article 24 (Matters to be discussed)
If there is an item not stipulated in these Regulations or a doubt about the interpretation of a provision in these Regulations arises, the Media Partner and the Company shall discuss and settle such problem in good faith.

Article 25 (Governing Law and Agreed Court with Exclusive Jurisdiction)
The Advertisement Distribution System Usage Agreement shall be governed by the laws of Thailand and the Thai jurisdiction court shall be the agreed court with exclusive jurisdiction for any dispute concerning the Advertisement Distribution System Usage Agreement and the Advertisement Distribution System.

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